DFF - Mlinar

Location:

Regional

Project number:

52896

Business sector:

Agribusiness

Notice type:

Private

Environmental category:

B

Approval date:

15 Jun 2021

Status:

Approved

PSD disclosed:

17 Jun 2021

As per section 1.4.2 (iii) of the Directive on Access to Information: "For Projects approved by Bank management where the Board of Directors has delegated the approval authority, the PSD shall be disclosed at the start of the relevant no-objection notification period to a member country of the Bank in accordance with Article 13 (iii) of the Agreement Establishing the EBRD."

Project Description

Provision of a structurally subordinated loan of up to EUR 15.0m with a seven-year tenor and bullet repayment at maturity (the "loan") to SEE Bakery Topco S.a.r.l. (the "borrower"), a limited liability company incorporated in Luxembourg that majority-owns key operating subsidiaries Mlinar Pekarska Industrija d.o.o (Croatia) and Hleb i Kifle d.o.o (Serbia) (jointly the "Group").

The proceeds from the loan will be used to primarily finance the payment of deferred consideration to the founder in connection with Mlinar's acquisition by Mid Europa Fund V. In turn, this will enable Mlinar (and its Serbian subsidiary Hleb i Kifle) to use the internally available and generated cash to implement the investment plan in Croatia and Serbia, which includes: (i) roll-out of new bakery stores; (ii) modernization and refurbishment of existing bakery stores; and (iii) purchase, installation, upgrade and maintenance of certain bakery production and other equipment.

Project Objectives

Through the proposed project, the Bank will support the Group to advance its competitiveness by resuming its medium-term investment plan, which will enable it to implement its value creation plan and will lead to improvements in operational efficiency. In addition, the project will support the inclusion of senior workers (primarily women) and other target groups in the workforce by providing new accredited training programmes and learning opportunities.

Transition Impact

ETI score: 64

- Competitive, the project will support operational changes leading to competitiveness improvements in the Group's operations in Croatia and Serbia beyond prevailing standards in the country/region, which will be possible by supporting the investment plan and value creation plan of the Group.

- Inclusive, as the Bank's project supports the inclusion of older workers (primarily women) in the workforce via the provision of a new, replicable and accredited training programme in partnership with (local) vocational schools or universities.

Client Information

SEE BAKERY TOPCO SARL

SEE Bakery Topco S.a.r.l. (the "Borrower"), a limited liability company incorporated in Luxembourg that majority-owns key operating subsidiaries Mlinar Pekarska Industrija d.o.o (Croatia) and Hleb i Kifle d.o.o (Serbia) (jointly the "Group"). The Group is a leading player in the production, wholesale and retail of baked goods in Croatia, while it is present also in other SEE countries. The Borrower is fully owned by Mid Europa Partners ("MEP"), a leading CEE-focused private equity firm, via entities pertaining to its Mid Europa Fund V (the "Sponsor"), in which the Bank is an investor.

EBRD Finance Summary

EUR 15,000,000.00

Total Project Cost

EUR 28,600,000.00

Additionality

EBRD participation is expected to provide an innovative and bespoke instrument with terms and conditions not available in the market (i.e. PIK loan with seven-year bullet maturity, structurally subordinated and unsecured). In addition, the project will qualify as Gender SMART, as it will introduce a target for training at least 200 women above the age of 50.

Environmental and Social Summary

Categorised B (ESP 2019).  The operation of an industrial bakery and associated retail outlets is associated with a number of E&S risks that are well understood and readily mitigated. Given the nature of the loan, environmental and social due diligence was conducted at a corporate level and covered all activities of the Group. ESDD was undertaken by third party consultants, commissioned by the Group, and comprised a high level review of management of E&S issues in both the Company's operations and its supply chain.

The E&S review covered a wide range of topics including climate risks and resilience, E&S management systems, product stewardship, waste and water management, employee health and safety, community relations and stakeholder engagement.  No significant, unidentified risks were revealed through the due diligence process. The review demonstrated that the Group's management of E&S issues is generally focussed on national compliance and is not done within the context of structured management systems. Certain areas are well developed, such as the management of health and safety, while other areas require further attention.

To address the identified issues, an environmental and social action plan (ESAP) has been drafted and agreed with the client. The ESAP focuses largely on management systems and includes actions for the client to further develop the H&S management system to include environmental aspects, integrate E&S considerations into supply chain management, develop management systems for energy and resource usage and develop a corporate level stakeholder engagement plan. The ESAP is structured to ensure Group's compliance with the Bank's Performance Requirements and the client will be required to provide annual E&S reporting on the implementation of the ESAP.

Technical Cooperation and Grant Financing

The project will be supported through a client co-financed technical cooperation (TC) which will advise the client on how to develop training and conduct outreach activities targeted at older workers and additional vulnerable groups. The estimated cost of the assignment is up to EUR 50,000.

Company Contact Information

Lena Habus (CFO)
lena.habus@mlinar.eu.com
+385 1 23 82 305
www.mlinar.hr
MLINAR pekarska industrija d.o.o. Radnicka cesta 228c 10000 Zagreb, Hrvatska

PSD last updated

17 Jun 2021

Understanding Transition

Further information regarding the EBRD’s approach to measuring transition impact is available here.

Business opportunities

For business opportunities or procurement, contact the client company.

For business opportunities with EBRD (not related to procurement) contact:

Tel: +44 20 7338 7168
Email: projectenquiries@ebrd.com

For state-sector projects, visit EBRD Procurement:

Tel: +44 20 7338 6794
Email: procurement@ebrd.com

General enquiries

Specific enquiries can be made using the EBRD Enquiries form.

Environmental and Social Policy (ESP)

The ESP and the associated Performance Requirements (PRs) set out the ways in which the EBRD implements its commitment to promoting “environmentally sound and sustainable development”.  The ESP and the PRs include specific provisions for clients to comply with the applicable requirements of national laws on public information and consultation as well as to establish a grievance mechanism to receive and facilitate resolution of stakeholders’ concerns and grievances, in particular, about environmental and social performance of the client and the project. Proportionate to the nature and scale of a project’s environmental and social risks and impacts, the EBRD additionally requires its clients to disclose information, as appropriate, about the risks and impacts arising from projects or to undertake meaningful consultation with stakeholders and consider and respond to their feedback.

More information on the EBRD’s practices in this regard is set out in the ESP.

Integrity and Compliance

The EBRD's Office of the Chief Compliance Officer (OCCO) promotes good governance and ensures that the highest standards of integrity are applied to all activities of the Bank in accordance with international best practice. Integrity due diligence is conducted on all Bank clients to ensure that projects do not present unacceptable integrity or reputational risks to the Bank. The Bank believes that identifying and resolving issues at the project assessment approval stages is the most effective means of ensuring the integrity of Bank transactions. OCCO plays a key role in these protective efforts, and also helps to monitor integrity risks in projects post-investment.

OCCO is also responsible for investigating allegations of fraud, corruption and misconduct in EBRD-financed projects. Anyone, both within or outside the Bank, who suspects fraud or corruption should submit a written report to the Chief Compliance Officer by email to compliance@ebrd.com. All matters reported will be handled by OCCO for follow-up. All reports, including anonymous ones, will be reviewed. Reports can be made in any language of the Bank or of the Bank's countries of operation. The information provided must be made in good faith.

Access to Information Policy (AIP)

The AIP sets out how the EBRD discloses information and consults with its stakeholders so as to promote better awareness and understanding of its strategies, policies and operations following its entry into force on 1 January 2020. Please visit the Access to Information Policy page to find out what information is available from the EBRD website.

Specific requests for information can be made using the EBRD Enquiries form.

Independent Project Accountability Mechanism (IPAM)

If efforts to address environmental, social or public disclosure concerns with the Client or the Bank are unsuccessful (e.g. through the Client’s Project-level grievance mechanism or through direct engagement with Bank management), individuals and organisations may seek to address their concerns through the EBRD’s Independent Project Accountability Mechanism (IPAM).

IPAM independently reviews Project issues that are believed to have caused (or to be likely to cause) harm. The purpose of the Mechanism is: to support dialogue between Project stakeholders to resolve environmental, social and public disclosure issues; to determine whether the Bank has complied with its Environmental and Social Policy or Project-specific provisions of its Access to Information Policy; and where applicable, to address any existing non-compliance with these policies, while preventing future non-compliance by the Bank.

Please visit the Independent Project Accountability Mechanism webpage to find out more about IPAM and its mandate; how to submit a Request for review; or contact IPAM  via email ipam@ebrd.com to get guidance and more information on IPAM and how to submit a request.

 

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